~~~ ~ ~ f~{ ~, `r, DATED ~~:~;`'~. '~.~' 2018 (1) NETWORK SPACE DEVELOPMENTS LIMITED (2) PR~4MAC-GENERAL UK LIMITED (3) PR INDUSTRIAL SRL

Transcription

1 ~, `r, ~~~ ~ ~ f~{ DATED Lr~trt" C'~~-~ ~~:~;`'~. '~.~' 2018 (1) NETWORK SPACE DEVELOPMENTS LIMITED (2) PR~4MAC-GENERAL UK LIMITED (3) PR INDUSTRIAL SRL LEASE Relating to Unit 4, Tunsta I Arrow South James Brindley Way Stoke-on-Trent ST6 5GF Term: Term commences: Term ends: Initial rent: Rent review dates: Section 24 to Act excluded 15 ears 2~~'~~ s~ 20~ s ~1 ~' ' , and 2028 No

2 ~RESCRI~ED CLAUSES ~li~ LR1. Date of lease ~~ Y ~~(~Mi='~~~~ 2018 LR2. Titie numbers) LR2.1 Landlord's title numbers) SF181082; LR2.2 Other title numbers SF LR3. Parties to this lease Landlord NETWORK SPACE DEVELOPMENTS LIMITED Centrix House, Crow Lane East, Newton-le-Willows, Merseyside WA12 9UY Company No Tenant PRAMAC-GENERAL UK LIMITED Room 116, The Innovation Centre Festival Drive, Victoria Business Park, Ebbw Vale, Blaenau Gwent, Wales, NP23 8XA Company No: Other parties PR INDUSTRIAL SRL Localita II Piano Casole d'elsa, Siena, Italy. Registered in Italy (the Guarantor) LR4. Property In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail. See the definition of "Property' in clause 7.1 of this lease. LR5. Prescribed statements etc. LR5.1 Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold Reform, Housing and Urban Development Act 1993) of the Land Registration Rules None. LR5.2 This lease is made under, or by reference to, provisions of: None. LR6. Term for which the Property is leased The term as specified in this lease at clause 1.1 in the definition of "Contractual Term". LR7. Premium None. LR8. Prohibitions or restrictions on disposing of this lease This lease contains a provision that prohibits or restricts dispositions. LR9. Rights of acquisition etc. LR9.1 Tenants contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land

3 None. LR9.2 Tenant's covenant t~ (or offer to) surrender this lease None. L129.3 Landlord's contractual rights to acquire this lease None. LR10. Restrictive covenants given in this lease by the Landlord in respect of land other than the Property None. LR11. Easements LR11.1 Easements granted by this lease for the benefit of the Property The easements as specified in clause 3 of this lease. LR11.2 Easements granted or reserved by this lease over the Property for the benefit of other property The easements as specified in clause 4 of this lease. LR12. Estate rentcharge burdening the Property None. LR13. Application for standard form of restriction None. LR14. Declaration of trust where there is more than one person comprising the Tenant N/A 2

4 ~F~E~ LEASE is dated the ~Z ~~ day of ~~~/ '~ 2018 PARTIES i4s PER PRESCRIBED CLAUSE LR3 Q GREED TERMS 1. INTERPREI'RYION The following definitions and rules of interpretation apply in this lease. 1.1 Definitions: Act of Insolvency: (a) (b) (c) (d) (e) (f) (g) (h) the making of an administration order in relation to the Tenant; the filing at court of the prescribed documents in connection with the appointment of an administrator, or the appointment of an administrator, in any case in relation to the Tenant; the appointment of a receiver or manager or an administrative receiver in relation to any property or income of the Tenant; the voluntary winding-up in respect of the Tenant except awinding-up for the purpose of amalgamation or reconstruction of a solvent company in respect of which a statutory declaration of solvency has been filed with the Registrar of Companies; the making of a petition for awinding-up order or a winding-up order in respect of the Tenant; the striking-off of the Tenant from the Register of Companies; the Tenant otherwise ceasing to exist (but excluding where the Tenant dies); the making of a bankruptcy order against the Tenant or any Guarantor. The paragraphs above shall apply in relation to a partnership or limited partnership (as defined in the Partnership Act 1890 and the Limited Partnerships Act 1907 respectively) subject to the modifications referred to in the Insolvent Partnerships Order 1994 (S/ 7994/2427) (as amended), and a limited liability partnership (as defined in the Limited Liability Partnerships Act 2000) subject to the modifications referred to in the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) (as amended). Act of Insolvency includes any analogous proceedings or events that may be taken pursuant to the legislation of another jurisdiction in relation to a tenant or guarantor incorporated or domiciled in such relevant jurisdiction. Annual Rent: (a) (b) for the period of two years commencing on the date on which the Contractual Term commences one hundred and twenty seven thousand eight hundred and sixty two pounds and fifty pence ( 127,862.50) per annum; and for the period commencing on the date two years after the date on which the Contractual Term commences one hundred and thirty two thousand nine hundred and seventy seven pounds ( 132,977) per annum; then as revised pursuant to this lease and any interim rent determined under the LTA Common Parts: the Road, Service Media and other parts of the Estate other than the Property and the Lettable Units. Contractual Term: a term of 15 years beginning on, and inc,~uding the ~ ~~ 1m~{ 2018 and ending on, and including '`~"~'~~ ~~~~V^

5 C~ ~e~ul~tions: the Construction (Design and Management) Regulations 2007 (SI 2007/320). Default Interest Rate: 4% per annum above the Interest Rate. j~ndetermination Date: `~Z ~'~ ~'~!~~~'~~ 2028 Energy Assessor: an individual who is a member of an accreditation scheme approved by the Secretary of State in accordance with regulation 22 of the Energy Performance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118) or regulation 30 of the Building Regulations 2010 (SI 2010/2214). Energy Performance Certificate: a certificate as defined in regulation 2(1) of the Energy Performance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118). Environmental Damage: any damage to human health or the environment arising from the Property which would: (i) constitute a breach of any of the provisions of clause 30.6; (ii) give rise to a civil claim for damages; or (iii) cause a reduction in value of the Landlord's interest in the Property Estate: each and every part of the adjoining and neighbouring property in which the Landlord has an interest known as land and buildings at Tunstall Arrow, James Grindley Way, Stoke-on-Trent, Staffordshire as at the date of this Lease registered at the Land Registry with title numbers SF and SF and "Estate" shall be interpreted from time to time throughout the Contractual Term as referring to each and every part of the Estate including any additional land as may be incorporated in the Estate and excluding any land which no longer forms part of the Estate. Guarantor: the person described in clause LR3 as the Guarantor and includes any person who has guaranteed the tenant covenants of this Lease including any person who has entered into an Authorised Guarantee Agreement and in the case of an individual the expression includes his personal representatives Hazardous Material: means any substance which alone or in combination with other substances is known or reasonably believed to be harmful to human health or the environment and because of that is subject to statutory controls on production use storage or disposal Insurance Rent: the amount that the Landlord charges the Tenant for insuring the Property which shall be based upon proportion that the gross internal area of the building forming part of the Property bears to the gross internal area of all lettable Units on the Estate Insured Risks: means fire, explosion, lightning, earthquake, storm, flood, subsidence, heave, bursting and overflowing of water tanks, apparatus or pipes, impact by aircraft and articles dropped from them, impact by vehicles, riot, civil commotion and any other risks against which the Landlord decides (acting reasonably) to insure against from time to time and Insured Risk means any one of the Insured Risks and loss of rent insurance for a period of 3 years. Interest Rate: the base rate from time to time of National Westminster Bank plc or if that base rate stops being used or published then a comparable commercial rate reasonably determined by the Landlord. Lettable Unit: a building and its curtilage on the Estate, other than the Property, that is capable of being let and occupied on terms similar to those of this lease. LTA 1954: Landlord and Tenant Act

6 ~errroitteei ljse: use within Use Classes B1(c), B2 and/or 68 of the Town and Country Planning (Use Classes} Order 1987 as at the date this lease is granted. Plan: the plan annexed to this lease marked "Plan" and reference to a numbered plan means a plan annexed and numbered accordingly. Property: the land and building at Unit 4, Tunstall Arrow, James Grindley Way, Stoke-on-Trent, Staffordshire ST6 5GF shown edged red on Plan 1 but excluding any Service Media in on under of over the Property (whether in existence at the date of this lease or installed in the future) that are used by the Property in common with any other part of the Estate. Recommendation Report: a report as defined in regulation 4 of the Energy Performance of Buildings (England and Wales) Regulations 2012 (S12012/3118). ~j~ent Commencement Date: 2~` ~~~Ln.~ Rent Payment Dates: 25 March, 24 June, 29 September and 25 December. Reservations: all of the rights excepted, reserved and granted to the Landlord by this lease. Review Dates: the fifth and tenth anniversaries of the date of commencement of the Contractual Term and Review Date shall mean either of them as relevant and as the context requires. Road: the roads and paths within the part of the Estate as shown edged red on Plan 2. Service Charge: has the meaning set out in Schedule 2 Service Media: machinery equipment and all media for the supply or removal of heat, electricity, gas, water, sewage, air conditioning, energy, telecommunications, data and all other services and utilities and all structures, machinery and equipment ancillary to those media. Services: has the meaning set out in Schedule 2 Third Party Rights: all rights, covenants and restrictions affecting the Estate including the matters referred to at the date of this lease in the property register and the entries of the charges register of Title Numbers SF and SF VAT: value added tax chargeable under the VATA 1994 and any similar replacement tax and any similar additional tax. VATA 1994: Value Added Tax Act A reference to this lease, except a reference to the date of this lease or to the grant of the lease, is a reference to this deed and any deed, licence, consent, approval or other instrument supplemental to it. 1.3 A reference to the Landlord includes a reference to the person entitled to the immediate reversion to this lease. A reference to the Tenant includes a reference to its successors in title and assigns. A reference to a Guarantor is to any guarantor of the tenant covenants of this lease including a guarantor who has entered into an authorised guarantee agreement. 1.4 In relation to any payment, a reference to a fair proportion is to a fair proportion of the total amount payable, determined (except as to questions of law) by the Landlord acting reasonably. 1.5 The expressions landlord covenant and tenant covenant each has the meaning given to it by the Landlord and Tenant (Covenants) Act Unless the context otherwise requires, references to the Common Parts, the Estate, a Lettable Unit and the Property are to the whole and any part of them or it. 1.7 The expression neighbouring property does not include the Estate. 5

7 1.8 A reference to the term is to the Contractual Term and statutory continuation of this lease. 1.9 A reference to the end of the term is to the end of the term however it ends References to the consent of the Landlord are to the consent of the Landlord given in accordance with clause 40.4 and references to the approval of the Landlord are to the approval of the Landlord given in accordance with clause A working day is any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England A reference to laws in general is a reference to alb local, national and directly applicable supra-national laws as amended, extended or re-enacted from time to time and shall include all subordinate laws made from time to time under them and all orders, notices, codes of practice and guidance made under them Unless otherwise specified, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision and all orders, notices, codes of practice and guidance made under it Any obligation on the Tenant not to do something includes an obligation not to allow that thing to be done and an obligation to use best endeavours to prevent that thing being done by another person Unless the context otherwise requires, any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) A reference to writing or written does not include fax or Unless the context otherwise requires, references to clauses and Schedules are to the clauses and Schedules of this lease and references to paragraphs are to paragraphs of the relevant Schedule Clause, Schedule and paragraph headings shall not affect the interpretation of this lease Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 2. GRANT 2.1 The landlord with full title guarantee lets the Property to the Tenant for the Contractual Term. 2.2 The grant is made together with the ancillary rights set out in clause 3, excepting and reserving to the Landlord the rights set out in clause 4, and subject to the Third Party Rights. 2.3 The grant is made with the Tenant paying the following as rent to the Landlord: the Annual Rent and all VAT in respect of it; the Service Charge which shall be paid as stated in schedule the Insurance Rent; all interest payable under this lease; and all other sums due under this lease. D

8 3. ~t~cili~~~y ~IG~I~~ 3.1 The Landlord grants the Tenant the following rights (the Rights): the right to use the Road for the purposes of vehicular and pedestrian access to and egress from the Property; the right to use the Common Parts for their intended purposes the right to connect into any Service Media at the Estate that belong to the Landlord and serve (but do not form part of) the Property which are in existence at the date of this lease or are installed or constructed during the Contractual Term; the right to access such parts of the Estate as from time to time remain unbuilt upon as may reasonably be necessary to enable the Tenant to comply with its obligations under the lease; rights of support and protection from the remainder of the Estate. 3.2 The Rights are granted in common with the Landlord and any other person authorised by the Landlord. 3.3 The Rights are granted subject to the Third Party Rights insofar as the Third Party Rights affect the Common Parts and the Tenant shall not do anything that may interfere with any Third Party Right. 3.4 The Tenant shall exercise the Rights only in connection with its use of the Property for the Permitted Use and in accordance with any regulations made by the Landlord as mentioned in clause The Tenant shall comply with all laws relating to its use of the Common Parts pursuant to the Rights. 3.6 In relation to the Right mentioned in clause 3.1.1, the Landlord may, at its reasonable discretion, on giving written notice to the Tenant change the route of the Road to an alternative route not being materially less convenient or commodious than the Road as identified in this lease. 3.7 In relation to the Right mentioned in clause 3.1.2, the Landlord may, at its discretion, re-route or replace over the Estate any such Service Media and that Right shall then apply in relation to the Service Media as re-routed or replaced 3.8 In exercising the Right mentioned in clause 3.1.3, the Tenant shall cause as little inconvenience to the Common Parts and the other tenants and occupiers of the Estate as is reasonably practicable and shall promptly make good (to the reasonable satisfaction of the Landlord) any damage caused to the Common Parts by reason of the Tenant exercising that Right. 3.9 Except as mentioned in this clause 3, neither the grant of this lease nor anything in it confers any right over the Common Parts or any Lettable Unit or any neighbouring property nor is to be taken to show that the Tenant may have any right over the Common Parts or any Lettable Unit or any neighbouring property, and section 62 of the Law of Property Act 1925 does not apply to this lease. 4. RIGHTS EXCEPTED AND RESERVED 4.1 The following rights are excepted and reserved from this lease to the Landlord for the benefit of the Estate and to the extent possible for the benefit of any neighbouring or adjoining property in which the Landlord acquires an interest during the term: rights of light, air, support and protection to the extent those rights are capable of being enjoyed at any time during the term; the right to use and to connect into Service Media at but not forming part of the Property which are in existence at the date of this lease or which are instaned or constructed during the period of 80 years from the commencement of the Contractual Term;

9 4.1.3 the right to install and construct Service Media at the Property to serve any part of the Estate (whether or not such Service Media also serve the Property); the right to re-route any Service Media mentioned in clause 3.1.2; at any time during the term, the full and free right to develop any part of the Estate (excluding the Property) and any neighbouring or adjoining property in which the Landlord acquires an interest during the term as the Landlord may think fit; the right to build on or into any boundary wall of the Property in connection with any of the Reservations; and the right to re-route any Service Media at or serving the Property or reroute any means of access to or egress from the Property; notwithstanding that the exercise of any of the Reservations or the works carried out pursuant to them result in a reduction in the flow of light or air to the Property. 4.2 The Landlord reserves the right to enter the Property: to repair, maintain, install, construct, re-route or replace any Service Media or structure relating to any of the Reservations; and for any other reasonable purpose mentioned in or connected with: (a) (b) (c) this lease; the Reservations; and the Landlord's interest in the Property or the Estate. 4.3 The Reservations may be exercised by the Landlord and by anyone else who is or becomes entitled to exercise them, and by anyone authorised by the Landlord. 4.4 The Tenant shall allow all those entitled to exercise any right to enter the Property, to do so with their workers, contractors, agents and professional advisors, and to enter the Property at any reasonable time (whether or not during usual business hours) and, except in the case of an emergency, after having given reasonable notice (which need not be in writing) to the Tenant. 4.5 No party exercising any of the Reservations, nor its workers, contractors, agents and professional advisors, shall be liable to the Tenant or to any undertenant or other occupier of or person at the Property for any loss, damage, injury, nuisance or inconvenience arising by reason of its exercising any of the Reservations except for: physical damage to the Property; or any loss, damage, injury, nuisance or inconvenience in relation to which the law prevents the Landlord from excluding liability. Provided the Tenants use of the Property is not materially affected. 5. THIRD PARTY RIGHTS 5.1 The Tenant shall comply with all obligations on the Landlord relating to the Third Party Rights insofar as those obligations relate to the Property and shall not do anything (even if otherwise permitted by this lease) that may interfere with any Third Party Right. 5.2 The Tenant shall allow the Landlord and any other person authorised by the terms of the Third Party Right to enter the Property in accordance with its terms subject to giving to the Tenant reasonable prior written notice (except in an emergency). 6. THE ANNUAL RENT 6.1 The Tenant shall pay the Annual Rent and any VAT in respect of it by four equal instalments in advance on or before the Rent Payment Dates. The payments shall be made by direct debit, banker's standing order or by any other method that the Landlord reasonably requires at any time by giving notice to the Tenant.

10 6.2 The first instalment of the Annual Rent and any VAT in respect of it shall be made on the Rent Commencement Date and shall be the proportion, calculated on a daily basis, in respect of the period from the Rent Commencement Date until the day before the next Rent Payment Date. 7. REVIEW OF THE AIVNtJi4L RENT 7.1 Definitions In this clause 7 the following expressions shall have the following meanings: Market Rent: the annual rent at which the Property would reasonably be expected to be let of the Relevant Review Date upon a letting for a term commencing on the Relevant Review Date equal to the then unexpired residue of the Term or ten years (whichever shall be the longer) at the rate applicable after the expiry of a rent-free period of such length (or payment of an equivalent sum of money) as would be negotiated in the open market on the assumptions that: all parts of the Property are fit for immediate occupation and use by a willing tenant; 7.12 the Property is to be let by a willing landlord to a willing tenant without payment of a fine or premium and with vacant possession and subject to the provisions of this Lease (other than the amount of the Annual Rent but including these provisions for rent review on the basis that such reviews will take place at five yearly intervals); the covenants contained in this Lease on the part of the Landlord and the Tenant have been fully performed and observed; the Property may be lawfully let to and used by any person for the purposes permitted under this Lease as varied or extended by any licence or deed; no work has been carried out on or about the Property by the Tenant its sub-tenants or their respective predecessors in title which has reduced the lettable floor area of the Property or diminished the rental value of the Property and that in case the Property has been destroyed or damaged it has been fully restored; no reduction is to be made to take account of any rent-free period or other rental concession which on a new letting with vacant possession might be granted to an incoming tenant in respect of the carrying out by such incoming tenant of fitting out works to the Property; the willing tenant is a taxable person for the purposes of the legislation relating to VAT and is able to recover all input tax paid by it as a credit against output tax or otherwise; but disregarding any effect on rental value of: the fact that the Tenant its sub-tenants or their respective predecessors in title have been in occupation of the Property; any goodwill attached to the Property by reason of the carrying on at the Property of any business by the Tenant or its sub-tenants or their respective predecessors in title in their respective businesses; the existence at the Relevant Review Date of any improvement to the Property or any part thereof carried out with consent where required otherwise than in pursuance of an obligation to the Landlord or its predecessors in title (except obligations requiring compliance with statutes or directions of local authorities or other bodies exercising powers under statute or by royal charter) by and at the sole cost of the Tenant its sub-tenants or their respective predecessors in title during the Term or during any period of occupation prior thereto arising out of an agreement to grant this Lease; ~7

11 any obligation on the part of the Tenant or its sub-tenants or their respective predecessors in title to remove any alterations or to restore or reinstate the Property whether under this Lease or otherwise. President: the President (or if he is unable so to act the Vice-President or other d uly authorised officer) for the time being of the Royal Institution of Chartered Surveyors; Relevant Review Date: that Review Date at which the rent is to be reviewed. Amount of rent The Annual Rent shall be reviewed on each Review Date and shall from each Review Date be a rent equal to the Annual Rent payable under this Lease immediately preceding the Relevant Review Date (ignoring any cesser of rent or rent abatement) or the Market Rent as at the Relevant Review Date as may be ascertained as herein provided whichever be the greater. Provisions for review The Landlord and the Tenant shall endeavour to agree the Market Rent at any time not being earlier than six months before the Relevant Review Date but if (for whatever reason) the Market Rent shall not have been unconditionally agreed by the date being three months before the Relevant Review Date then either the Landlord or the Tenant may at any time thereafter by notice in writing to the other require that the Market Rent be determined by a valuer who shall be appointed by the Landlord and the Tenant or in default of agreement appointed on the request of either the Landlord or the Tenant by the President provided that: the valuer shall be a chartered surveyor who shall have not less than ten years' experience in valuing and letting property similar to the Property and who shall be a partner or director of a reputable firm or company of chartered surveyors; the valuer shall act as an expert and: (a) (b) (c) (d) 7.4 Payment of rent the fees and expenses of the valuer including the cost of his appointment shall be borne as the valuer shall determine and in making his determination the valuer shall be entitled to have regard to any offers made by the Landlord or the Tenant and the manner in which the parties conducted the negotiations; the valuer shall afford to the Landlord and the Tenant an opportunity to make representations in writing to him with such supporting evidence as they may respectively wish; the valuer shall within two months after his appointment or within such extended time as the Landlord shall stipulate give to the Landlord and the Tenant written notice of the amount of the Market Rent as determined by him and his determination shall be final and binding on the parties hereto; if the valuer shall not have given notice of his determination within the period and in manner aforesaid or if for any reason it becomes apparent that he will be unable to do so within such period the Landlord and the Tenant may agree upon either of them may apply to the President fora new valuer to be appointed in his place (which procedure may be repeated as may times as may be necessary) provided always that any such determination given by the valuer outside such time limit but prior to the appointment of a new valuer shall be valid and effective but if given thereafter shall be null and void. If the Market Rent has not been agreed or determined in accordance with this clause 7 by the Relevant Review Date then the Annual Rent payable immediately 10

12 prior to that Relevant Review Date shall continue to be payable until such agreement or determination and within seven days after such agreement or determination the Tenant shall pay the balance due (being the shortfall between the Annual Rent actually paid from the Relevant Review Date and the Market Rent as agreed or determined payable from that Relevant Review Date up to and including the day preceding the next ensuing quarter day) together with interest at 2% below Interest on such balance calculated on a daily basis and payable from the Relevant Review Date until the date of actual payment provided that in the event of such balance of rent or interest being outstanding at the expiration of the period of ten days after the agreement or determination of the Market Rent then Interest will be forthwith payable thereon. 7.5 Statutory rent restrictions If at any of the Review Dates the Landlord is required to comply with any enactment which restricts or modifies the Landlord's right herein to revise the Annual Rent or which shall restrict the Landlord's right to demand or accept payment of the full amount of the Annual Rent for the time being payable under this Lease then on each occasion that any such enactment is removed relaxed or modified the Landlord may on giving written notice to the Tenant call for a review of the Annual Rent as from the date of such notice (or such later date as may be specified therein) and the Annual Rent from such date to the next succeeding Review Date shall be determined in accordance with this clause 7 as though the date of such notice (or such later date as may be specified therein) were the Relevant Review Date. 7.6 Rent review memorandum Any variation of the Annual Rent pursuant to this clause 7 shall when agreed or determined be recorded by a memorandum endorsed upon or annexed to this Lease and fhe counterpart hereof signed on behalf of the Landlord and the Tenant and each party shall bear its own costs in respect thereof. 7.7 Time not of the essence Any delay in seeking the appointment of a valuer shall in no way prejudice the right to review the Annual Rent and time shall not be of the essence in respect of any dates or periods mentioned in this clause Payment of costs If either the Landlord or the Tenant shall fail to pay any fees and expenses of the valuer under These provisions within 27 days of the same being demanded by the valuer the other shall be entitled to pay the same and the amount so paid shall be repaid by the party chargeable on demand. 8. SERVICE CHARGE 8.1 The Tenant shall pay to the Landlord the Service Charge and observe and perform the obligations relating to the Service Charge as set out in schedule If the Tenant pays the Service Charge the Landlord shall use reasonable endeavours to provide the Services provided always that the Landlord may add to withhold or vary the Services if it considers (acting reasonably) the addition withholding or variation to be necessary or desirable (for the benefit of the tenanfs of the Estate as a whole and in the reasonable opinion of the Landlord the additional cost of the variation of provision of any Services does not outweigh such benefit) or if required to do so by any competent authority and even if it increases the Service Charge 9. INSURANCE 9.1 Subject to clause 9.2, the Landlord shall keep the Property and the Common Parts {other than any plate glass) insured against loss or damage by the Insured Risks for the sum which the Landlord considers (acting reasonably) to be its full reinstatement cost (taking inflation of building costs into account). The Landlord shall not be obliged to insure any part of the Property installed by the Tenant. 1 1

13 9.2 The Landlord's obligation to insure is subject to: the Tenant paying the Insurance Rent at the times and in the manner specified in this lease; any exclusions, limitations, excesses and conditions that may be imposed by the insurers; and insurance being available in the London insurance market on reasonable terms acceptable to the Landlord. 9.3 The Tenant shall pay to the Landlord within 14 days of written demand: the Insurance Rent; any amount that is deducted or disallowed by the insurers pursuant to any excess provision in the insurance policy; and any costs that the Landlord reasonably and properly incurs in obtaining a valuation of the Property for insurance purposes and a fair proportion of any costs that the Landlord incurs in obtaining a valuation of the Estate for insurance purposes where the insurance for the Property includes the Estate provided always that the Tenant shall not be obliged to pay for such valuation more than once in any one year period. 9.4 The Tenant shall: as soon as is reasonably practicable after the Tenant becomes aware of the same inform the Landlord if any matter occurs that any insurer or underwriter may treat as material in deciding whether or on what terms to insure or to continue to insure the Property and shall give the Landlord notice of that matter; not knowingly do or omit anything as a result of which any policy of insurance of the Estate or any neighbouring property may become void or voidable or otherwise prejudiced, or the payment of any policy money may be withheld, nor (unless the Tenant has previously notified the Landlord and has paid any increased or additional premium) anything as a result of which any increased or additional insurance premium may become payable; comply at all times with the requirements and any obligations arising from the recommendations of the insurers relating to the Property and the use by the Tenant of the Common Parts which have been notified to the Tenant in writing from time to time; give the Landlord as soon as reasonably practicable following the Tenant becoming aware of the same notice of the occurrence of any damage or loss relating to the Property arising from an Insured Risk or of any other event that might affect any insurance policy relating to the Property; not effect any insurance of the Property (except any plate glass at the Property), but if it becomes entitled to the benefit of any insurance proceeds in respect of the Property (other than in respect of plate glass) pay those proceeds or cause them to be paid to the Landlord; and pay the Landlord an amount equal to any insurance money that the insurers of the Estate refuse to pay (in relation to the Estate) by reason of any act or omission of the Tenant or any undertenant, their workers, contractors or agents or any person at the Property or the Common Parts with the actual or implied authority of any of them. 9.5 The Landlord shall, subject to obtaining all necessary planning and other consents, use alt insurance money received (other than for loss of rent) in connection with any 12

14 damage to the Property or the Common Parts to repair the damage for which the money has been received or (as the case may be) in rebuilding the Property or the Common Parts as the case may be. The Landlord shall not be obliged to: provide accommodation or facilities identical in layout or design so long as accommodation reasonably equivalent to that previously at the Property or the Common Parts is provided; or repair or rebuild if the Tenant has failed to pay any of the Insurance Rent; or repair or rebuild the Property or the Common Parts after a notice has been served pursuant to clause 9.7 in which circumstances the insurance monies shall belong to the Landlord absolutely 9.6 If the Property is damaged or destroyed by an Insured Risk so as to be unfit for occupation and use or if the Common Parts are damaged or destroyed by an Insured Risk so as to make the Property inaccessible or unusable then, unless the policy of insurance in relation to the Property or the Common Parts has been vitiated in whole or in part in consequence of any act or omission of the Tenant, any undertenant or their respective workers, contractors or agents or any other person on the Property or the Common Parts with the actual or implied authority of any of them, payment of the Annual Rent and the Service Charge, or a fair proportion of them according to the nature and extent of the damage, shall be suspended from the date of damage until the Property has been reinstated and made fit for occupation and use, or the Common Parts have been reinstated so as to make the Property accessible or useable (as the case may be) or until the Landlord's loss of rent insurance ceases to be payable if sooner. 9.7 If within the period of six (6) months following damage to or destruction of the Property, the Landlord considers (acting reasonably and properly) that it is impossible impractical or uneconomic to reinstate the Property or the insurance is vitiated by any act or default of the Tenant, the Landlord may terminate this lease by giving notice to the Tenant. On giving notice this lease shall determine but this shall be without prejudice to any right or remedy of either party in respect of any breach of the other party's covenants of this lease. Any proceeds of the insurance (other than any insurance for plate glass) shall belong to the Landlord. 9.8 Either party may terminate this lease by giving notice to the other if, following damage or destruction of the Property or the accesses to the Property by an Insured Risk, the Property has not been reinstated so as to be fit for occupation and use or the accesses have not been reinstated so as to make the Property accessible or useable within three (3) years after the date of damage or destruction. On giving this notice this lease shall determine but this shall be without prejudice to any right or remedy of either party in respect of any breach of the other party's covenants of this lease. Any proceeds of the insurance (other than any insurance for plate glass) shall belong to the Landlord. 10. RATES AND TAXES 10.1 The Tenant shall pay all present and future rates, taxes and other impositions and outgoings payable in respect of the Property, its use and any works carried out there, except: any taxes payable by the Landlord in connection with any dealing with or disposition of the reversion to this lease; or any taxes, other than VAS and insurance premium tax, payable by the Landlord by reason of the receipt of any of the rents due under this lease If any rates, taxes or other impositions and outgoings are payable in respect of the Property together with other property, the Tenant shall pay a fair and reasonable proportion of the amount payable. 13

15 10.3 The Tenant shall not make any proposal to alter the rateable value of the Property or that value as it appears on any draft rating list, without the approval of the Landlord If, after the end of the term, the Landlord loses rating relief (or any similar relief or exemption) because it has been allowed to the Tenant, then the Tenant shall pay the Landlord an amount equal to the relief or exemption that the Landlord has lost UTILITIES The Tenant shall promptly pay all costs charged or assessed on or in connection with the supply and removal of electricity, gas, water, sewage, telecommunications, data and other services and utilities to or from the Property. In respect of any that are not directly assessed the Tenant shall pay to the Landlord on demand a fair proportion of them If any of those costs are payable in relation to the Property together with other property, the Tenant shall pay a fair proportion of all those costs The Tenant shall indemnify the Landlord against all costs and/or charges pursuant to clauses 11.1 and The Tenant shall comply with all laws and with any recommendations of the relevant suppliers relating to the use of those services and utilities. 12. VAT 12.1 All sums payable by the Tenant are exclusive of any VAT that may be chargeable. The Tenant shall pay VAT in respect of a I taxable supplies made to it in connection with this lease on the due date for making any payment or, if earlier, the date on which that supply is made for VAT purposes Every obligation on the Tenant, under or in connection with this lease, to pay the Landlord or any other person any sum by way of a refund or indemnity, shall include an obligation to pay an amount equal to any VAT incurred on that sum by the Landlord or other person, except to the extent that the Landlord or other person obtains credit for such VAT under the Value Added Tax Act DEFAULT INTEREST AND INTEREST 13.1 If any Annual Rent or any other money payable under this lease has not been paid by the date it is due, (whether it has been formally demanded or not in relation to the Annual Rent) the Tenant shall pay the Landlord interest on that amount at the Default Interest Rate (both before and after any judgment). Such interest shall accrue on a daily basis for the period beginning on the due date to and ending on the date of payment If the Landlord does not demand or accept any Annual Rent or other money due or tendered under this lease because the Landlord reasonably believes that the Tenant is in breach of any of the tenant covenants of this lease, then the Tenant shall, when that amount is accepted by the Landlord, also pay interest at the Interest Rate on that amount for the period beginning on the date the amount (or each part of it) became due and ending on the date it is accepted by the Landlord. 14. COSTS 14.1 The Tenant shall pay the properly incurred costs and expenses of the Landlord including any solicitors' or other professionals' costs and expenses incurred any and VAT in respect of those costs and expenses (both during and after the end of the term) in connection with or in contemplation of any of the following: the enforcement of the tenant covenants of this lease; serving any notice in connection with this lease under section 146 or 147 of the Law of Property Act 1925 or taking any proceedings under either of those sections, notwithstanding that forfeiture is avoided otherwise than by relief granted by the court; 14

16 serving any notice in connection with this lease under section 17 of the Landlord and Tenant (Covenanfs) Act 1995; the preparation and service of any notice and/or schedule relating to repair of the Property under the terms of this lease provided the same is prepared in good faith; the preparation and service of a schedule of dilapidations in connection with this lease provided the schedule is prepared in good faith; or any consent or approval applied for under this lease, whether or not it is granted and does not include the costs for any renewal of the lease Where the Tenant is obliged to pay or indemnify the Landlord against any solicitors' or other professionals' costs and expenses (whether under this or any other clause of this lease) that obligation extends to those costs and expenses must be reasonably and properly incurred and assessed on a full indemnity basis. 15. SET-OFF The Annual Rent and all other proper amounts due under this lease shall be paid by the Tenant or any Guarantor (as the case may be) in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 16. COMPENSATION ON VACATING Any right of the Tenant or anyone deriving title under the Tenant to claim compensation from the Landlord on leaving the Property under the LTA 1954 is excluded, except to the extent that the legislation prevents that right being excluded. 17. REGISTRATION OF THlS LEASE Promptly following the grant of this lease, the Tenant shall apply to register this lease at HM Land Registry. The Tenant shall ensure that any requisitions raised by HM Land Registry in connection with that application are dealt with promptly and properly. Within one month after completion of the registration, the Tenant shall send the Landlord official copies of its title. 18. ASSIGNMENTS 18.1 The Tenant shall not assign the whole of this lease without the consent of the Landlord which shall not be unreasonably withheld or delayed and subject to the following proviso for the purposes of section 19(9A) of the Landlord and Tenant Act 1927 the Landlord is entitled to refuse consent in any of the circumstances set out in clause 18.4 and impose any of the conditions set out in clause The Tenan# shall not assign part only of this lease The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Tenant Act 1927 the Landlord may give its consent to an assignment subject to all or any of the following conditions: a condition that the assignor enters into an authorised guarantee agreement which: (a) (b) (c) (d) is in respect of all the tenant covenants of this lease. is in respect of the period beginning with the date the assignee becomes bound by those covenants and ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (Covenants) Act requires (in the event of a disclaimer of liability of this lease) the assignor to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and is otherwise in a form reasonably required by the Landlord. 15

17 a condition that if reasonably required by the Landlord a person of standing acceptable to the Landlord enters into a guarantee and indemnity of the tenant covenants of this lease in the form set out in Schedule 1 (but with such amendments and additions as the Landlord may reasonably require); a condition that if reasonably required by the Landlord the proposed assignee deposits in a bank account with a bank nominated by the Landlord a cash deposit equal to up to half of the Annual Rent and the proposed assignee enters into a deed charging that deposit in favour of the Landlord to secure the payment of Annual Rent and other tenant obligations under this Lease, such charge to be in such form as the Landlord reasonably requires The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Tenant Act 1927 the Landlord may (at all times acting reasonably and properly) refuse its consent to an assignment if any of the following circumstances exist at the date of the Tenants application for consent to assign this lease: the Annual Rent or any other money due under this lease which has been demanded and is lawfully due and not in dispute by the Tenant (in respect of which the Tenant shall act reasonably) is outstanding or there is a material breach of covenant by the Tenant that has not been remedied; the assignee is not of sufficient financial standing to enable it to comply with the Tenants covenants and conditions contained in the lease; the assignee and any guarantor of the assignee (excluding the outgoing Tenant pursuant to an authorised guarantee agreement) cannot demonstrate to the reasonable satisfaction of the Landlord that its size and financial covenant strength is at least equivalent to that of the Tenant; the assignee and the Tenant are group companies within the meaning of section 42 of. the LTA 1954; the assignee is a limited company which is not registered in the United Kingdom; or the assignee has or will have immunity from suit or legal process in relation to any breach of any covenant or condition of this lease Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable condition, nor from refusing consent to an assignment in any other circumstance where it is reasonable to do so. 19. UNDERLETTINGS 19.1 The Tenant shall not underlet the whole of the Property except in accordance with this clause nor without the consent of the Landlord, such consent not to be unreasonably withheld or delayed The Tenant shall not underlet part only of the Property The Tenant shall not underlet the Property: together with any property or any right over property that is not included within this lease; at a fine or premium or reverse premium; or allowing any rent free period to the undertenant (save for a rent free which is reasonable in the circumstances) The Tenant shall not underlet the Property unless, before the underlease is granted, the Tenant has given the Landlord: fd:

18 (i) (j) a certified copy of the notice served on the undertenant, as required by section 38A(3)(a) of the LTA 1954, applying to the tenancy to be created by the underlease; and a certified copy of the declaration or statutory declaration made by the undertenant in accordance with the requirements of section 38A(3)(b) of the LTA Any underletting by the Tenant shall be by deed and shall include: an agreement between the Tenant and the undertenant that the provisions of sections 24 to 28 of the LTA 1954 are excluded from applying to the tenancy created by the underlease; the reservation of a rent which rental value of the Property at which is payable at the same lease; is not less than the full open market the date the Property is underlet and times as the Annual Rent under this provisions for the review of rent at the same dates and on the same basis as the review of rent in this lease, unless the term of the underlease does not extend beyond the next Review Date; a covenant by the undertenant, enforceable by and expressed to be enforceable by the Landlord (as superior landlord at the date of grant) and its successors in title in their own right, to observe and perform the tenant covenants in the underlease and any document that is supplemental or collateral to it and the tenant covenants in this lease, except the covenants to pay the rents reserved by this lease; and provisions requiring the consent of the Landlord to be obtained in respect of any matter for which the consent of the Landlord is required under this lease and shall otherwise be consistent with and include tenant covenants no less onerous (other than as to the Annual Rent) than those in this lease and in a form approved by the Landlord, such approval not to be unreasonably withheld or delayed. In relation to any underlease granted by the Tenant, the Tenant shall: not vary the terms of the underlease nor accept a surrender of the underlease without the consent of the Landlord, such consent not to be unreasonably withheld or delayed; enforce the tenant covenants in the underlease and not waive any of them nor allow any reduction in the rent payable under the underlease; and ensure that in relation to any rent review the revised rent is not agreed without the approval of the Landlord, such approval not to be unreasonably withheld or delayed. SHARING OCCUPATION The Tenant may share occupation of the Property with any company that is a member of the same group (within the meaning of section 42 of the LTA 1954) as the Tenant for as long as that company remains within that group and provided that no relationship of landlord and tenant is established by that arrangement. CHARGING The Tenant shall not charge the whole or any part of this lease. PROHIBITION OF OTHER DEALINGS Except as expressly permitted by this lease, the Tenant shall not assign, underlet, part with or share possession or share occupation of this lease or the Property or hold the lease on trust for any person (except pending registration of a dealing 17

19 permitted by this lease at HM Land Regis4ry or by reason only of joint legal ownership) E(aIS~RATION AtJD NOl`IFICATION OF DEALINGS e4nd OCCl1PATIORI 23.1 In this clause a Transaction is: any dealing with this lease or the devolution or transmission of, or parting with possession of any interest in it; or the creation of any underlease or other interest out of this lease, or out of any interest, underlease derived from it, and any dealing, devolution or transmission of, or parting with possession of any such interest or underlease; or the making of any other arrangement for the occupation of the Property In respect of every Transaction that is registrable at HM Land Registry, the Tenant shall promptly following completion of the Transaction apply to register it (or procure that the relevant person so applies). The Tenanf steal! (or steal! procure that) any requisitions raised by HM Land Registry in connection with an application to register a Transaction are dealt with promptly and properly. Within one month of completion of the registration, the Tenant shall send the Landlord official copies of its title (and where applicable of the undertenanys title) No later than one month after a Transaction the Tenant shall: give the Landlord's solicitors notice of the Transaction; and deliver two certified copies of any document effecting the Transaction to the Landlord's solicitors; and pay the Landlord a registration fee of 50 (plus VAT) deliver to the Landlord's solicitors a copy of any Energy Performance Certificate and Recommendation Report issued as a result of the Transaction If the Landlord so requests, the Tenant shall promptly supply the Landlord with full details of the occupiers of the Property and the terms upon which they occupy it. 24. CLOSURE OF THE REGISTERED TITLE OF THIS LEASE Within one month after the end of the term (and notwithstanding that the term has ended), the Tenant shall make an application to close the registered title of this lease, including removing any entries upon the Landlord's title relating to this lease, and shall ensure that any requisitions raised by HM Land Registry in connection with that application are dealt with promptly and properly; the Tenant shall keep the Landlord informed of the progress and completion of its application. 25. REPAIRS 25.1 The Tenant shall keep fhe Property clean and tidy and in good repair and condition and shall ensure that any Service Media within and exclusively serving the Property is kept in good working order The Tenant shall keep the external areas of the Property in a clean and tidy condition and not allow any rubbish or waste to be left there nor shall it store any goods or materials there The Tenant shall clean all windows at fhe Property as often as is necessary The Tenant shall not be liable to repair the Property to the extent that any disrepair has been caused by an Insured Risk, unless and to the extent that: the policy of insurance of the Property has been vitiated or any insurance proceeds withheld in consequence of any act or omission of the Tenant, any undertenant or their respective workers, contractors or 18

20 agents or any person on the Property with the actual or implied authority of any of them; or the insurance cover in relation to that disrepair is excluded, limited, is unavailable or has not been extended, as mentioned in clause DECORATION 26.1 The Tenant shall decorate the outside and the inside of the Property as often as is reasonably necessary and also in the last three months before the end of the term Ail decoration shall be carried out in a good and proper manner using good quality materials that are appropriate to the Property and the Permitted Use and shall include all appropriate preparatory work All decoration carried out in the last three months of the term shall also be carried out to the reasonable satisfaction of the Landlord and using materials, designs and colours approved by the Landlord whose approval will not be unreasonably withheld or delayed ALTERATIONS 27.1 The Tenant shall not make any external or structural alteration or addition to the Property and shall not make any opening in any boundary structure of the Property The Tenant shall not install any Service Media on the exterior of the Property nor alter the route of any Service Media at the Property without the consent of the Landlord, such consent not to be unreasonably withheld or delayed The Tenant shall not make any internal, non-structural alteration to the Property without the consent of the Landlord, such consent not to be unreasonably withheld or delayed The Tenant shall not carry out any alteration to the Property which would, or may reasonably be expected to, have an adverse effect on the asset rating in any Energy Performance Certificate commissioned in respect of the Property. 28. SIGNS 28.1 In this clause Signs include signs, fascia, placards, boards, posters and advertisements The Tenant shall not attach any Signs to the exterior of the Property or display any inside the Property so as to be seen from the outside without the consent of the Landlord, such consent not to be unreasonably withheld Before the end of the term, the Tenant shall remove any Signs placed by it at the Property and shall make good any damage caused to the Property by that removal The Tenant shall allow the Landlord to fix to and keep at the Property any sale or refetting board as the Landlord reasonably requires The Tenant shall pay to the Landlord within 10 days of demand a fair and equal proportion along with all other tenants to a maximum of 100 (exclusive of VAT) in respect of the cost of updating signage on the Estate relating to the Tenant upon production of appropriate invoice setting out the total cost and its proportion accordingly. 29. RETURNING THE PROPERTY TO THE LANDLORD 29.1 At the end of the term the Tenant shall return the Property to the Landlord in the repair and condition as required by this lease and shall: yield up the Property free from contamination or substances causing or likely to cause Environmental Damage; and indemnify the Landlord against all liabilities, expenses, costs (including but not limited to any solicitors' or other professionals' costs and 19

21 expenses), claims, damages and losses (including but not limited to any diminution in the value of the Landlord's interest in the Estate and loss of amenity of the Estate) which the Landlord reasonably and properly incurs or suffers as a result of the Property being affected by Environmental Damage knowingly caused by the Tenant at the end of the term The Tenant shall remove items it has fixed to the Property, remove any alterations it has made to the Property and make good any damage caused to the Property by that removal At the end of the term, the Tenant shall remove from the Property all chattels belonging to or used by it At the end of the term (or when the Tenant vacates the Property if that is earlier) the Tenant shall deliver to the Landlord all documents held by the Tenant required to enable the Landlord to comply with any laws in respect of the Property or its use (including planning permission and all other consents licences permissions and approvals of any kind) including (where relevant): Asbestos surveys and reports; Fire risk assessments Health and safety assessments; Electrical testing reports; Gas servicing certificates; Certificates and reports in relation to servicing of equipment at the Property but not including any paperwork which the Landlord is able to retrieve or obtain copies of at no expense 29.5 The Tenant irrevocably appoints the Landlord to be the Tenant's agent to store or dispose of any chattels or items it has fixed to the Property and which have been left by the Tenant on the Property for more than ten working days after the end of the term. The Landlord shall not be liable to the Tenant by reason of that storage or disposal. The Tenant shall indemnify the Landlord in respect of any reasonable and proper claim made by a third party in relation to that storage or disposal If the Tenant does not comply with its obligations in this clause, then, without prejudice to any other right or remedy of the Landlord, the Tenant shall pay the Landlord an amount equal to the Annual Rent at the rate reserved immediately before the end of the term for the period that it would reasonably and properly take to put the Property into the condition it would have been in had the Tenant performed its obligations under this clause. The amount shall be a debt due on demand from the Tenant to the Landlord upon production of itemised invoice and evidence to support the Landlord's claim for the debt. 30. USE 30.1 The Tenant shall not use the Property for any purpose other than the Permitted Use The Tenant shall not use the Property for any illegal purpose nor for any purpose or in a manner that would cause loss, damage, injury, nuisance or inconvenience to the Landlord, its other tenants or any other owner or occupier of neighbouring property The Tenant shall not overload any structural part of the Property nor any machinery or equipment at the Property nor any Service Media at or serving the Property The Tenant shall not obstruct or cause obstruction of the Common Parts The Tenant shall not keep produce or use any Hazardous Material on the Property. 20

22 30.6 The Tenant shall not cause or knowingly allow any Environmental Damage at or to the Property and shall indemnify the Landlord against all liabilities, expenses, costs (including but not limited to any solicitors' or other professionals' costs and expenses), claims, damages and losses (including but not limited to any diminution in the value of the Landlord's interest in the Estate and loss of amenity of the Estate) suffered or incurred by the Landlord arising out of or in connection with Environmental Damage arising out of the use and occupation of the Property or the state of repair of the Property. 31. COnAPLIANCE WITH LAWS 31.1 The Tenant shall comply with all laws relating to: the Property and the occupation and use of the Property by the Tenant; the use or operation of all Service Media and machinery and equipment at or serving the Property whether or not used or operated, and shall, where necessary, replace or convert such Service Media within or exclusively serving the Property so that it is capable of lawful use or operation; any works carried out at the Property; and all materials kept at or disposed from the Property Without prejudice to any obligation on the Tenant to obtain any consent or approval under this lease, the Tenant shall carry out all works that are required under any law to be carried out at the Property whether by the owner or the occupier Within five working days after receipt of any notice or other communication affecting the Property or the Estate (and whether or not served pursuant to any law) the Tenant shall: send a copy of the relevant document to the Landlord; take all steps reasonably necessary to comply with the notice or other communication; and take any other action in connection with it as the Landlord may reasonably require at the Landlord's cost The Tenant shall not apply for any planning permission for the Property without the Landlord's consent whose consent will not be unreasonably withheld or delayed The Tenant shall comply with its obligations under the CDM Regulations, including all requirements in relation to the provision and maintenance of a health and safety file. The Tenant shall maintain the health and safety file for the Property in accordance with the CDM Regulations and shall give it to the Landlord at the end of the term The Tenant shall supply all information to the Landlord that the Landlord reasonably requires from time to time to comply with the Landlord's obligations under the CDM Regulations As soon as the Tenant becomes aware of any defect in the Property, it shall give the Landlord notice of it. The Tenant shall indemnify the Landlord against any liability under the Defective Premises Act 1972 in relation to the Property by reason of any failure of the Tenant to comply with any of the tenant covenants in this lease The Tenant shall keep the Property equipped with all fire prevention, detection and fighting machinery and equipment and fire alarms which are required under all relevant laws or required by the insurers of the Property or reasonably recommended by them or reasonably required by the Landlord and shall keep that machinery, equipment and alarms properly maintained and available for inspection The Tenant shall produce to the Landlord on request all plans documents and other evidence reasonably required to satisfy the Landlord that the Tenant has complied with this clause 31 including (where relevant): 21

23 Asbestos surveys and reports; Fire risk assessments Health and safety assessments; Electrical testing reports; Gas servicing certificates Certificates and reports in relation to servicing of equipment at the Property 32. ENERGY PERFORMANCE CERTIFICATES 32.1 The Tenant shall: cooperate with the Landlord so far as is reasonably necessary to allow the Landlord fo obtain an Energy Performance Certificate and Recommendation Report for the Property including providing the Landlord with copies of any plans or other information held by the Tenant that would assist in obtaining an Energy Performance Certificate; and allow such access to any Energy Assessor appointed by the Landlord as is reasonably necessary to inspect the Property for the purposes of preparing an Energy Performance Certificate and/or Recommendation Report for the Property The Tenant shall not commission an Energy Performance Certificate for the Property. 33. ENCROACHMENTS, OBSTRUCTIONS AND ACQUISITION OF RIGHTS 33.1 The Tenant shall not grant any right or licence over the Property to any person If any person makes or attempts to make any encroachment over the Property or takes any action by which a right may be acquired over the Property, the Tenant shall: as soon as is reasonably practicable following the Tenant becoming aware of the same inform the Landlord and shall give the Landlord notice of that encroachment or action; and take all reasonable steps (including any proceedings) the Landlord reasonably requires to prevent or license the continuation of that encroachment or action The Tenant shall not obstruct the flow of light or air to the Property or any other part of the Estate nor obstruct any means of access to the Property or the Estate The Tenant shall not make any acknowledgement that the flow of light or air to the Property or any other part of the Estate or that the means of access to the Property or the Estate is enjoyed with the consent of any third party If any person takes or threatens to take any action to obstruct the flow of light or air to the Property or obstruct the means of access to the Property, the Tenant shall: immediately inform the Landlord and shall give the Landlord notice of that action; and take all steps (including proceedings) the Landlord reasonably requires to prevent or secure the removal of the obstruction. 34. BREACH OF REPAIR AND MAINTENANCE OBLIGATION 34.1 The Landlord may enter the Property at reasonable times upon reasonable prior written notice (except in an emergency when no notice shall be required) to inspect its condition and state of repair and may give the Tenant a notice of any breach of any of the tenant covenants in this lease relating to the condition or repair of the Property. 22

24 34.2 If the Tenant has not begun any works needed to remedy that breach within two months following that notice (or if works are required as a matter of emergency, then immediately) or if the Tenant is not carrying out the works with alt due speed, then the Landlord may enter the Property upon giving written notice to the Tenant and carry out the works needed The reasonable and proper costs incurred by the Landlord in carrying out any works pursuant to this clause (and any professional fees and any VAT in respect of those costs) shall be a debt due from the Tenant to the Landlord and payable on demand Any action taken by the Landlord pursuant to this clause shall be without prejudice to the Landlord's other rights, including those under clause INDEMNITY The Tenant shall keep the Landlord indemnified against all proper liabilities, expenses, costs (including but not limited to any solicitors' or other professionals' costs and expenses), claims, damages and losses (including but not limited to any diminution in the value of the Landlord's interest in the Estate and loss of amenity of the Estate) suffered or incurred by the Landlord arising out of or in connection with any breach of any tenant covenants in this lease, or any act or omission of the Tenant, any undertenant or their respective workers, contractors or agents or any other person on the Property or the Common Parts with the actual or implied authority of any of them. 36. LANDLORD'S COVENANTS 36.1 The Landlord covenants with the Tenant that, so long as the Tenant pays the rents reserved by and complies with its obligations in this lease: the Tenant shall have quiet enjoyment of the Property without any interruption by the Landlord or any person claiming under the Landlord except as otherwise permitted by this lease; and the Landlord will maintain, repair, light, cleanse and renew the Common Parts The Landlord will not obstruct nor permit an obstruction of the Road provided that the Landlord may on not less than seven (7) days prior written notice to the Tenant (except in emergency) temporarily and only to the extent necessary for the purposes of carrying out works to the Estate obstruct or close the whole or part of the Road subject to any such obstruction or closure being for the minimum period reasonably possible and the Landlord taking all appropriate measures to minimise any disruption to the Tenant. 37. RE-ENTRY AND FORFEITURE 37.1 The Landlord may re-enter the Property (or any part of the Property in the name of the whole) at any time after any of the following occurs: any rent is unpaid 28 days after becoming payable (whether it has been formally demanded or not in relation to the Annual Rent); any material breach of any condition of, or tenant covenant, in this lease; an Act of Insolvency If the Landlord re-enters the Property (or any part of the Property in the name of the whole) pursuant to this clause, this lease shall immediately end, but without prejudice to any right or remedy of the Landlord in respect of any breach of covenant by the Tenant or any Guarantor. 38. JOINT AND SEVERAL LIABILITY 38.1 Where the Tenant comprises more than one person, those persons shall be jointly and severally liable for the obligations and liabilities of the Tenant arising under this 23

25 lease. The Landlord may take action against, or release or compromise the liability of, or grant time or other indulgence to, any one of those persons without affecting the liability of any other of them Where a Guarantor comprises more than one person, those persons shall be jointly and severally liable for the obligations and liabilities of a Guarantor arising under this lease. The Landlord may take action against, or release or compromise the liability of, or grant time or other indulgence to, any one of those persons without affecting the liability of any other of them The obligations of the Tenant and any Guarantor arising by virtue of this lease are owed to the Landlord and the obligations of the Landlord are owed to the Tenant The Landlord shall not be liable to the Tenant for any failure of the Landlord to perform any landlord covenant in this lease unless and until the Tenant has given the Landlord notice of the failure and the Landlord has not remedied that failure within a reasonable time after service of the notice. 39. ENTIRE AGREEMENT 39.1 This lease and any documents annexed to it constitute the whole agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to their subject matter Each party acknowledges that in entering into this lease and any documents annexed to it it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) Nothing in this lease constitutes or shall constitute a representation or warranty that the Property may lawfully be used for any purpose allowed by this lease. 40. NOTICES, CONSENTS AND APPROVALS 40.1 A notice given under or in connection with this lease shall be: in writing unless this lease expressly states otherwise; and given by hand at or sent by registered post to the party's registered office address (if the party is a company) or (in any other case) at the party's principal place of business 40.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution Section 196 of the Law of Property Act 1925 shall otherwise apply to notices given under this lease Where the consent of the Landlord is required under this lease, a consent shall only be valid if it is given by deed, unless: it is given in writing and signed by a person duly authorised on behalf or the Landlord; and it expressly states that the Landlord waives the requirement for a deed in that particular case. If a waiver is given, it shall not affect the requirement for a deed for any other consent Where the approval of the Landlord is required under this lease, an approval shall only be valid if it is in writing and signed by or on behalf of the Landlord, unless: the approval is being given in a case of emergency; or this lease expressly states that the approval need not be in writing If the Landlord gives a consent or approval under this lease, the giving of that consent or approval shall not imply that any consent or approval required from a 24

26 third party has been obtained, nor shall it obviate the need to obtain any consent or approval from a third party. 41. GOVERNING Li41N This lease and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 42. JURISDICTION Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this lease or its subject matter or formation (including non-contractual disputes or claims). 43. MANAGMEIVT OF THE ESTATE 43.1 The Tenant shall observe all regulations made by the Landlord from time to time in accordance with the principles of good estate management and notified to the Tenant relating to the use of the Common Parts and the management of the Estate Nothing in this lease shall impose or be deemed to impose any restriction on the use of any other Lettable Unit or any neighbouring property. 44. TENANT'S OPTION TO BREAK 44.1 The Tenant shall be entitled to determine this Lease on the Determination Date if: it first gives the Landlord not less than six (6) months' prior written notice to that effect; at the date of the expiry of the notice there are neither outstanding arrears of the rents hereby reserved (whether formally or legally demanded or not); and at the date of the expiry of the notice the Tenant has yielded up full vacant possession of the Property The determination of this Lease pursuant to clause 44.1 shall be without prejudice to any right of action of the Landlord in respect of any breach non-observance or non-performance of any of the Tenant's covenants agreements or conditions contained in this Lease If this Lease terminates in accordance with clause 44.1 then, within 14 days after the Determination Date, the Landlord shall refund to the Tenant the proportion of the Annual Rent, Insurance Rent, Service Charge and any VAT which has been paid in advance by the Tenant in respect of them, for the period from and excluding the Determination Date up to and excluding the respective next payment date, calculated on a daily basis. 45. GUARANTEE 45.1 The Guarantor in consideration of the demise hereinbefore contained being made by the Landlord at the instance and request of the Guarantor covenants with and guarantees to the Landlord in the terms set out in Schedule If an Act of Insolvency occurs in relation to a Guarantor, or if any Guarantor (being an individual) dies or becomes incapable of managing his affairs the Tenant shall, if the Landlord requests, procure that a person of standing acceptable to the Landlord, within 5 days of that request, enters into a replacement or additional guarantee and indemnity of the tenant covenants of this lease in the same form as that entered into by the former Guarantor Clause 45.1 shall not apply in the case of a person who is Guarantor by reason of having entered into an authorised guarantee agreement For so long as any Guarantor remains liable to the Landlord, the Tenant shall, if the Landlord requests, procure that that Guarantor joins in any consent or approval 25

27 required under this lease and consents to any variation of the tenant covenants of this lease. 46. CO~~'RACTS (SIGHTS O~ THIRD PARTIES) ACT 1999 A person who is not a party to this lease shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this lease. This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

28 1. GUARA~~EE AfVD IfVDEMNITY Schedule 1 Guarantee and indemnity 1.1 The Guarantor guarantees to the Landlord that the Tenant shall: pay the rents reserved by this lease and observe and perform the tenant covenants of this lease and that if the Tenant fails to pay any of those rents or to observe or perform any of those tenant covenants, the Guarantor shall pay or observe and perform them; and observe and perform any obligations the Tenant enters into in an authorised guarantee agreement made in respect of this lease (the Authorised Guarantee Agreement) and that if the Tenant fails to do so, the Guarantor shall observe and perform those obligations. 1.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under paragraph 1.1 to indemnify and keep indemnified the Landlord against any failure by the Tenant: to pay any of the rents reserved by this lease or any failure to observe or perform any of the tenant covenants of this lease; or to observe or perform any of the obligations the Tenant enters into in the Authorised Guarantee Agreement. 2. GUARANTOR'S LIABILITY 2.1 The liability of the Guarantor under paragraph and paragraph 1.2 shall continue until the end of the term, or until the Tenant is released from the tenant covenants of this lease by virtue of the Landlord and Tenant (Covenants) Act 1995, if earlier. 2.2 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by: any time or indulgence granted by the Landlord to the Tenant; or any delay or forbearance by the Landlord in enforcing the payment of any of the rents or the observance or performance of any of the tenant covenants of this lease (or the Tenants obligations under the Authorised Guarantee Agreement) or in making any demand in respect of any of them; or any refusal by the Landlord to accept any rent or other payment due under this lease where the Landlord believes that the acceptance of such rent or payment may prejudice its ability to re-enter the Property; or the Landlord exercising any right or remedy against the Tenant for any failure to pay the rents reserved by this lease or to observe or perform the tenant covenants of this lease (or the Tenant's obligations under the Authorised Guarantee Agreement); or the Landlord taking any action or refraining from taking any action in connection with any other security held by the Landlord in respect of the Tenants liability to pay the rents reserved by this lease or observe and perform the tenant covenants of the lease (or the Tenants obligations under the Authorised Guarantee Agreement) including the release of any such security; or a release or compromise of the liability of any one of the persons who is the Guarantor, or the grant of any time or concession to any one of them; or any legal limitation or disability on the Tenant or any invalidity or irregularity of any of the tenant covenants of the lease (or the Tenant's 27

29 obligations under the Authorised Guarantee Agreement) or any unenforceability of any of them against the Tenant; or the Tenant being dissolved, or being struck off the register of companies or otherwise ceasing to exist, or, if the Tenant is an individual, by the Tenant dying or becoming incapable of managing its affairs; or without prejudice to paragraph 4, the disclaimer of the Tenant's liability under this lease or the forfeiture of this lease; or the surrender of the lease in respect of part only of the Property, except that the Guarantor shall not be under any liability in relation to the surrendered part in respect of any period after the surrender, or by any other act or omission except an express written release of the Guarantor by the Landlord. 2.3 The liability of each of the persons making up the Guarantor is joint and several. 2.4 Any sum payable by the Guarantor shall be paid without any deduction, set-off or counter-claim against the Landlord or the Tenant. 3. VARIATIONS AND SUPPLEMENTAL DOCUMENTS 3.1 The Guarantor shall, at the request of the Landlord, join in and give its consent to the terms of any consent, approval, variation or other document that may be entered into by the Tenant in connection with this lease (or the Authorised Guarantee Agreement). 3.2 The Guarantor shall not be released by any variation of the rents reserved by, or the tenant covenants in, this Lease (or the Tenant's obligations under the Authorised Guarantee Agreement) whether or not: the variation is material or prejudicial to the Guarantor; or the variation is made in any document; or the Guarantor has consented, in writing or otherwise, to the variation. 3.3 The liability of the Guarantor shall apply to the rents reserved by and the tenant covenants in this lease (and the Tenants obligations under the Authorised Guarantee Agreement) as varied except to the extent that the liability of the Guarantor is affected by section 18 of the Landlord and Tenant (Covenants) Act GUARANTOR TO TAKE A NEW LEASE OR MAKE PAYMENT 4.1 If this lease is forfeited or the liability of the Tenant under this lease is disclaimed and the Landlord gives the Guarantor notice not later than six months after the forfeiture or the Landlord having received notice of the disclaimer, the Guarantor shall enter into a new lease of the Property on the terms set out in paragraph The rights and obligations under the new lease shall take effect from the date of the forfeiture or disclaimer and the new lease shall: be granted subject to the right of any person to have this lease vested in them by the court and to the terms on which any such order may be made and subject to the rights of any third party existing at the date of the grant; be for a term that expires at the same date as the end of the Contractual Term of this lease had there been no forfeiture or disclaimer; reserve as an initial annual rent an amount equal to the Annual Rent payable under this lease at the date of the forfeiture or disclaimer or which would be payable but for any abatement or suspension of the Annual Rent or restriction on the right to collect it (subject to paragraph

30 5) and which is subject to review on the same terms and dates provided by this lease; and otherwise be on the same terms as this lease (as varied if there has been any variation). 4.3 The Guarantor shall pay the Landlord's solicitors' costs and disbursements (on a full indemnity basis) and any VAT in respect of them in relation to the new lease and shall execute and deliver to the Landlord a counterpart of the new lease within one month after service of the Landlord's notice. 4.4 The grant of a new lease and its acceptance by the Guarantor shall be without prejudice to any other rights which the Landlord may have against the Guarantor or against any other person or in respect of any other security that the Landlord may have in connection with this lease. 4.5 The Landlord may, instead of giving the Guarantor notice pursuant to paragraph 4.1 but in the same circumstances and within the same time limit, require the Guarantor to pay an amount equal to six months Annual Rent and the Guarantor shall pay that amount on demand. 5. RENT AT THE DATE OF FORFEITURE OR DISCLAIMER If at the date of the forfeiture or disclaimer there is a rent review pending under this lease, then the initial annual rent to be reserved by the new lease shall be the greater of: 5.1 the Annual Rent previously payable (or which would have been payable but for any abatement or suspension of the Annual Rent or restriction on the right to collect it) under the lease prior to forfeiture or disclaimer; and 5.2 the open market rent of the Property at the relevant Review Date, as determined by the Landlord before the grant of the new lease. 6. PAYMENTS IN GROSS AND RESTRICTIONS ON THE GUARANTOR 6.1 Any payment or dividend that the Landlord receives from the Tenant (or its estate) or any other person in connection with any insolvency proceedings or arrangement involving the Tenant shall be taken and applied as a payment in gross and shall not prejudice the right of the Landlord to recover from the Guarantor to the full extent of the obligations that are the subject of this guarantee and indemnity. 6.2 The Guarantor shall not claim in competition with the Landlord in any insolvency proceedings or arrangement of the Tenant in respect of any payment made by the Guarantor pursuant to this guarantee and indemnity. If it otherwise receives any money in such proceedings or arrangement, it shall hold that money on trust for the Landlord to the extent of its liability to the Landlord. 6.3 The Guarantor shall not, without the consent of the Landlord, exercise any right or remedy that it may have (whether against the Tenant or any other person) in respect of any amount paid or other obligation performed by the Guarantor under this guarantee and indemnity unless and until all the obligations of the Guarantor under this guarantee and indemnity have been fully performed. 7. OTHER SECURITIES 7.1 The Guarantor warrants that it has not taken and covenants that it shall not take any security from or over the assets of the Tenant in respect of any liability of the Tenant to the Guarantor. If it does take or hold any such security it shall hold it for the benefit of the Landlord. 7.2 This guarantee and indemnity is in addition to and independent of any other security that the Landlord may from time to time hold from the Guarantor or the Tenant or any other person in respect of the liability of the Tenant to pay the rents reserved by this lease and to observe and perform the tenant covenants of this lease. It shall not merge in or be affected by any other security.

31 7.3 The Guarantor shall not be entitled to claim or participate in any other security held by the Landlord in respect of the liability of the Tenant to pay the rents reserved by this lease or to observe and perform the tenant covenants of this lease. 30

32 schedule 2 ~ Service Charge Part 1 -Definitions In this schedule the following expressions shall have the following meanings Certificate: the certificate containing a fair summary of the Service Costs for the relevant Service Charge Period which is signed by the Landlord's Surveyor (acting as an expert) as soon as reasonably practicable after the end of the Service Charge Period Services: the services specified in part 3 of this schedule or such of them as shall from time to time be provided or undertaken by the Landlord Service Charge: the due proportion of the Service Costs which are reasonably and properly attributable from time to time to the Property in accordance with this schedule Service Charge Period: a period of 12 months ending on 30 June in any year or such other period as the Landlord may at its discretion from time to time determine and notify in writing to the Tenant Service Costs: the total costs expenses and other amounts paid incurred allowed or contracted to be paid by or on behalf of the Landlord in any Service Charge Period beginning or ending during the Term in providing the Services and in defraying the costs and expenses specified in part 3 of this schedule and such sums of money by way of reasonable provision for anticipated expenditure as the Landlord's Surveyor may reasonably specify Surveyor: an independent chartered surveyor appointed jointly by the Landlord and the Tenant or if they do not agree on the identity of such surveyor by the President of the Royal Institution of Chartered Surveyors (or any other officer authorised to carry out that function) on the application of either the Landlord or the Tenant in accordance with this Lease Part 2 Services REPAIR AND MAINTENANCE Inspecting maintaining (including all costs incurred in effecting maintenance contracts) cleansing (including internal and external window cleaning) preparing repairing improving rebuilding overhauling decorating renewing replacing amending polishing painting re-pointing and otherwise treating the Estate and any parts thereof (excluding Lettable Areas but including the Common Parts the Road and any apparatus) and other things thereto belonging or used in connection therewith and paying for or making any contribution towards the cost of any of the foregoing 2. DIRECTORY BOARDS AND THE CAR PARK Providing maintaining renewing and replacing street furniture directory boards name directional and other signs in the Estate and line marking space marking and providing name plates in the Car Park OPEN AREAS AND DISPLAYS Keeping planted areas stocked and tended and grassed areas mown and forecourts roads vehicle ways access ways service yards pavements and open areas of the Estate (or which are adjoining or adjacent thereto and are used in connection therewith) clean neat and tidy and providing maintaining replacing planting cultivating and keeping in good order floral pictorial artistic and other displays and exhibitions within or on the Common Parts 4. SECURITY INSTALLATIONS Providing operating insuring maintaining improving repairing and renewing security systems and lighting installed in the Estate 31

33 STi4T UTORI REQUIR~MEIVTS Taking all steps deemed desirable or expedient by the Landlord (acting reasonably) to comply with or make representations against or otherwise contest the incidence of the provisions of any Acts of Parliament relating or alleged to relate to the Estate for which the Tenant is not directly liable under this Lease 6. FIRE FIGHTING ANA PRECAUTIONS Providing purchasing leasing maintaining insuring testing improving renewing and replacing fire fighting equipment and appliances to the Estate and fire prevention alarm detection and precaution measures and related systems and equipment therefor REFUSE COLLECTION AND LOCAL AUTHORITY CHARGES Removing rubbish and other refuse from the Estate inc{uding the payment of costs levied by the local authority in relation to the collection or refuse or any other service rendered by the local authority and the provision and replacement of receptacles and apparatus in connection therewith 8. COMMON PARTS 9. STAFF Providing equipping furnishing insuring restoring decorating maintaining repairing improving cleansing and lighting (including the repair and replacement of lighting equipment and fittings) the Common Parts or any other property used for or in connection with the carrying out of any of the Services and paying water gas electricity telephone charges and other outgoings of whatsoever nature in connection therewith Employing staff and contractors agents workmen porters caretakers housekeepers professional advisers and others either directly or indirectly for the performance of duties in connection with the maintenance management or security of the Estate and the provision of the Services and paying all expenditure in relation thereto including statutory and such other insurances health pension welfare bonuses and other payments contributions and premiums industrial training levies redundancy and similar or ancillary payments which the Landlord may be required by statute custom or otherwise to pay or may at its absolute discretion deem desirable or necessary and providing purchasing hiring and replacing uniforms working clothes protective and safety clothes and other items tools appliances cleaning and other material bins receptacles and other equipment and vehicles for the proper performance of their duties and providing and maintaining heating, lighting, powering and servicing accommodation (whether or not within the Estate) for such staff and vehicles 10. OTHER SERVICES Providing any other services works apparatus or facilities in the interests of good estate management to or for the Estate or for the general benefit of the tenants and occupiers thereof which the Landlord acting reasonably and properly determines from time to time OUTGOINGS Part 3 -Other expenses Rates water rates taxes charges assessments impositions and other outgoings whether parliamentary parochial local or otherwise and whether or not of a capital or an annual or regularly recurring or novel nature at any time assessed on or payable by the owner or occupier of or in respect of the Estate (other than Lettable Areas) 32

34 2. ~A~B~4(3~f1~ERBT FEES 2.1 Fees of managing agents and others for computing collecting and recovering rents service charges and other contributions from occupiers of Lettable Areas and for the general management of the Estate (excluding fees for negotiating rent reviews or Petting Lettable Areas) 2.2 A management fee in relation to any Services provided by the Landlord or any expenditure incurred under any of the heads of expenditure set out in this Schedule in respect of which managing agents are not employed 3. AUDIT FEES Fees and costs payable in respect of the Certificate and its certification and of accounts kept and audits made for the purpose thereof and of employing accountants or other professional persons for the proper administration of the Estate and preparing accounts in connection with the Service Costs and Service Charges and supplying information to tenants in relation thereto and to insurance 4. FUNDING COSTS Providing any moneys from its own resources by way of loan or otherwise (together with interest thereon at 2% below Interest) or the cost (including interest payable thereon) of loan or overdraft facilities to finance costs incurred by the Landlord of providing any of the Services or paying any of the Service Costs in advance of reimbursement 5. BANK CHARGES Bank charges and interest on overdrawings in respect of any accounts maintained for payment of the Service Costs or the receipt of interim payments or service charges or other sums payable by tenants or occupiers of the Estate in connection with the Services or any of the matters mentioned in this Schedule 6. TAXATION Any tax of whatsoever nature including all penalties charges and interest thereon paid or payable by the Landlord in respect of any of the heads of expenditure or charge mentioned in this Schedule or otherwise in connection with the provision of the Services or the arrangements relating to any interest earning account or monies held for such purposes and any insurance policy referred to in this Lease 7. DEFAULT Costs and expenses incurred in the recovery of overdue sums payable by any person liable to contribute towards the Service Costs and any part of the Service Costs not recovered in whole or in part for any reason from any person (other than the Landlord} provided that if any sum in respect of an unpaid contribution to the Service Costs for one Service Charge Period shall be recovered in a later Service Charge Period the same shall be treated as a credit towards the Service Costs incurred in the Service Charge Period in which the same is recovered 8. VALUE ADDED TAX VAT payable by the Landlord in respect of the Services or any expenditure within this Schedule to the extent not recoverable by the Landlord as an input OTHER COSTS Other costs or expenses reasonably and properly attributable to the maintenance improvement protection or proper management of the Estate and provision of the Services for the benefit of the Estate or the tenants or occupiers thereof 10. COMMON EXPENSES Any reasonable and proper costs and expenses (or a fair and reasonable proportion thereof) paid or incurred by or on behalf of the Landlord in connection with the provision of services or facilities on adjoining or neighbouring premises for the benefit of the Estate 33

35 1. Ci4LCULA~fOi~ OF PROPORTIONS Part 4 -Calculation and payment of the Service Charge 1.1 The Service Charge shall be calculated rimaril on a comparison of the gross internal area of the Property with the total gross internal area of the Lettable Areas of the Estate as applicable to the Service Costs but also with reference to the Service Charge guidance provided from time to time by the Royal Institution of Chartered Surveyors 1.2 In the event of such comparison being inappropriate having regard to the nature of the expenditure incurred or the nature of the premises benefited by the expenditure (or item of expenditure) or otherwise the Landlord shall be at liberty in its discretion (acting reasonably and properly) to adopt such other method of calculation of the Service Charge as shall be fair and reasonable in the circumstances (including if appropriate the attribution of the whole of any such expenditure or item of expenditure to the Property) 2. PREPARATION OF CERTIFICATE 2.1 As soon as reasonably practicable after the end of the Service Charge Period the Landlord shall procure the preparation of the Certificate and the delivery of a copy of it to the Tenant and shall produce to the Tenant such reasonable information as the Tenant may require in connection with the figures/information contained in the Certificate 2.2 Save in case of manifest error the Certificate shall be conclusive evidence for the purposes hereof of the matters which it purports to certify 3. DEMAND FOR AND CALCULATION OF THE SERVICE CHARGE The Tenant shall within 10 working days of written demand following the provision of a copy of the Certificate pay to the Landlord the Service Charge less any interim payments made by the Tenant on account thereof pursuant to this Schedule 4. QUARTERLY INTERIM PAYMENTS ON ACCOUNT 4.1 The Tenant shall pay to the Landlord on each of the usual quarter days an interim payment being such sum in advance and on account of the Service Charge prospectively payable for the relevant Service Charge Period as the Landlord shall consider to be fair and reasonable and shall notify in writing to the Tenant 4.2 The Landlord may if reasonable to do so revise the interim payment with effect from any of the usual quarter days either before the commencement or during the course of any relevant Service Charge Period by notice in writing to the Tenant and the interim payment payable on each quarter day shall unless so revised be equal to the interim payment payable on the last quarter day 5. BALANCING PAYMENT If the Certificate shows that the aggregate of the interim payments made by the Tenant to the Landlord during the relevant Service Charge Period 5.1 exceeds the Service Charge payable for the Service Charge Period the excess sha{f be allowed to the Tenant against the interim payments next payable or in the Term is determined the excess or a duly apportioned part thereof shall be repaid to the Tenant or 5.2 is less than the Service Charge payable for the Service Charge Period the Tenant shall within 10 working days of service of the Certificate pay the amount of any such shortfall to the Landlord 6. APPLICATION TO THE TERM This Part of this Schedule shah continue to apply notwithstanding the determination of the Term but only in respect of the period down to the determination of the Term and for apportionment purposes the Service Costs for any Service Charge Period 34

36 shall be deemed to have accrued evenly on a daily basis throughout the relevant Service Charge Period 1. INTERRUPTION OF SERVICES Part 5 -Agreements and declarations Notwithstanding anything contained in this Lease the Landlord shall not be liable to the Tenant nor shall the Tenant have any claim against the Landlord in respect of: 1.1 any interruption in or to any of the services serving the Property or any failure to perform the Services by reason of any inspection repair renewal or maintenance of any systems or apparatus or while any of the same are being replaced nor while any new systems or apparatus are being installed nor by reason of damage thereto or destruction thereof or mechanical or other defect or breakdown frost or other inclement conditions strikes lock out shortage of fuel materials water or labour or other cause beyond the Landlord's reasonable control or taking steps to comply with any notice given or requirement or direction of any competent authority in respect of the Estate 12 any breach of any obligation relating to the provision of the Services or to the repair or maintenance of the Estate or any of the services serving the Property or the Estate until notice in writing thereof is given to the Landlord and then only after the Landlord has been able to obtain all necessary permissions and consents for the performance of its obligations and if the labour and materials required therefore are available and a reasonable time in which to perform or remedy the same has elapsed Provided that the Land{ord shall use all reasonable endeavours to remedy any such interruption defect breakdown or stoppage as soon as reasonably practicable after becoming aware of the same 2. REVIEW OF SERVICES AND EXPENSES The Landlord may (acting reasonably) from time to time review the Services and the costs expenditure charges or allowances included in the Service Costs as shall be appropriate in the interests of good estate management and omit add to extend or vary the same and from and after the relevant date of such review such omission additions extensions or variations shall be taken into account in the calculation of the Service Costs and the Service Charge 3. REVIEW OF ALLOCATION OF PARTICULAR SERVICES If by reason of any change in circumstances or otherwise in the reasonable opinion of the Landlord part of the Service Costs relate to services provided for the benefit of part only of the Estate or for any particular occupiers or category of occupiers thereof or it is otherwise fair and reasonable to do so the Service Charge may be varied or such part of the Service Costs as shall so relate may be allocated in whole or in part to the persons (including the Tenant) so benefiting as may in the opinion of the Landlord be fair and reasonable 4. PERFORMANCE OF SERVICES 4.1 No costs or expenses shall be excluded from the Service Costs on the ground that the Landlord is obliged to carry out the relevant service to any third party 4.2 The Landlord sha{i not be obliged to perform all or any of the Services or to provide or install any system or service not in existence at the date hereof and reference to the Services or heads of expenditure in part 2 and part 3 of this schedule shall import no obligation on the part of the Landlord to incur any expenditure or perform any services within all or any of such heads of expenditure 4.3 No objection shall be made to any reasonable and proper cost incurred by the Landlord included in the calculation of the Service Costs by reason that the material work or service in question might have been provided or performed at a insignificant lower cost or to a lower quality standard or specification or (save that the work or 35

37 expense is not in respect of any of the Services or other expenditure within the definition of the Service Costs} ofiherwise 5. ~XCE~TtOfJAL ~XPERIDITURE 5.1 If the Landlord is required during any Service Charge Period to incur heavy or exceptional expenditure which forms part of the Service Costs the Landlord shall be entitled to recover from the Tenant the reasonable and proper Service Charge representing the whole of that expenditure on the quarter day next following 5.2 If funds collected by way of advance payments of Service Costs prove insufficient to meet any immediate liability (and there is no reserve fund available or which may be applied to meet the liability) the Landlord shall be entitled to borrow monies for the purpose from reputable banks at commercially competitive rates of interest and the interest payable on the borrowing shall be recoverable as an item of the Service Costs UNLET PARTS In the case of unlet Lettable Areas the Landlord shall bear the proportion of the Service Costs which would have been recoverab{e from the tenant thereof had the same been let on the terms of this Lease 36

38 Annex -Plan 37

39 ~L AN i ~''~.~ ~~~'~ DLA DESIGN... a ~,a w,~_ ~~~s~p~b~ ~~~~~,~E TUNSTALL ARROW STOKE-ON-TREM SITE PLAN -UNIT 4 DEMISE PLAN PROPOSED SITE ARRANGEMENT BASED ON /106 c"`~ ~ TOPOGRAPHICAL SURVEY CARRIED OUT BY WARDELL ""`"'" ARMSTRONG (DRAWING ST A (12/08/16) s,,,~s

40 T N DLA ARCHITECTURE ww~h.tlla-architecnre.co.uk TUNSTALL ARROW STOKE-ON-TRENT THE S(fE PLAN -UNITS 1-5 DEMISE PLAN 1:1000 ~ Al 02/IXi/18 nenev~o ANW~ MCa /102 B sly ct'

41 Executed as a deed by NETWORK SPACE DEVELOPMENTS LIMITED... acting by one director in the presence Director of: Witness Signature Witness Name Address Occupation Executed as a deed by PRAMAC GENERAL (UK) LIMITED acting by o~~ ~a~o directory'bra-e}treeter-arm{-i#s Director secretary ~,ri.~q pnes~. a:'. W~~'V~.Si Sic rtc~.~ul~ ' 1~~~ ;~:~~<<~ ~~ : J~~k~ ru~b~~i~ ~~d~ess~. b~ ~~ane ~~ G~e,.s~e~~-... Per~koicR'i~ STt ~' S1~N C~c,c~ 4~a~"ir~ '~ ~P re~u,~~ [Director OR Secretary] Exec~lted as a dee~ by P~ ~~ INDUSTRIAL SRL acting by [#roe ~, I l ~~-s d~~.lu a~;1hor~5c~ oi t.,c,zt P~l~.1~ '1 1"1 [Director] ~/y1~jf d1~c~.~ [Director OR Secretary] 38